AGREEMENT
THIS AGREEMENT is entered into by and between FRESENIUS AG
(AFresenius@) and GULL LABORATORIES, INC. ("Gull") on April ____, 1998.
WHEREAS, Fresenius is the major shareholder of Gull and the
current employer of Xx. Xxxxx Xxxxxxx ("Xxxxxxx"). Xx. Xxxxxx Xxxxxxx is
resigning as President and Chief Executive Officer ("CEO") of Gull effective on
or about April 1, 1998; and
WHEREAS, Gull desires to employ Humberg as its acting
President and CEO, pending employment by Gull of a permanent President and CEO;
and
WHEREAS, the parties recognize that in order to obtain the
necessary work permit and governmental authorization for Humberg to commence
work for Gull on a timely basis, it will be necessary for Humberg to continue to
be employed and paid by Fresenius, who will make Humberg available to Gull on a
full time basis, subject to Gull=s agreement to reimburse Fresenius for the
costs of so doing.
NOW THEREFORE, the parties agree as follows:
1. Fresenius shall continue to employ Humberg throughout the
term of this Agreement, and shall make Humberg available to Gull on a full-time
basis to serve as acting president and CEO of Gull.
2. Fresenius shall pay all of Humberg's compensation and
benefits, which shall be as agreed upon by the board of directors of Gull and
Humberg.
3. At least monthly, Fresenius shall submit an invoice to
Gull for the direct expenses incurred by Fresenius in compensating Humberg
pursuant to this Agreement. Gull shall reimburse Fresenius for the expenses
represented by the invoice within thirty (30) days of receipt of the invoice.
4. Either Fresenius or Gull may terminate this Agreement upon
thirty (30) days prior written notice to the other.
5. This Agreement shall not be deemed to create any rights in
Humberg or any other person not a party to this Agreement.
IN WITNESS WHEREOF, this Agreement has executed and delivered
by the parties as of the date first above written.
GULL LABORATORIES, INC.
By:
Title:
FRESENIUS AG
By:
Title: